April 28, 2006

Via Facsimile (713) 229-7778 and US Mail

Gene Oshman, Esq.
Baker Botts, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas, 77002-4995

	Re:	Transocean Inc.
Schedule TO-I filed April 17, 2006
      File No. 5-4

Dear Mr. Oshman:

      We have reviewed the above-referenced filings and have the
following comments:
Schedule TO

Material United States Tax Consequences, page 9

1. Please eliminate the statements that the discussion is included
"for general information only."  In addition, please delete the
last
two paragraphs of this section. We believe these statements may
suggest that your security holders may not rely on the description
of
material tax consequences included in the offering document.

Additional Information, page 11

2. You attempt to incorporate by reference any future documents or
reports filed from the date of this offer until it is completed.
However, Schedule TO does not permit such "forward" incorporation
by
reference.  If the information provided to shareholders in the
Offer
to Purchase materially changes, you are under an obligation to
amend
the Schedule TO to update it and to disseminate the new
information
to shareholders in a manner reasonably calculated to inform them
about the change.  Please revise the disclosure accordingly.

3. In addition, please delete the last sentence of this section.
Investors are entitle to rely on your disclosure.

Letter of Transmittal

7. Irregularities

4. We note your statements that your determinations will "be final
and binding."  Please revise these statements to more precisely
define their scope.  It appears that your interpretation may not
necessarily be final and binding on all parties.  For example,
parties may contest your interpretation in court.  Judgments of
courts of competent jurisdiction are generally considered final
and
binding in such matters.

Closing Comments
      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3345.

      						Sincerely,

							Michael Pressman
							Special Counsel
							Office of Mergers
and Acquisitions
April 28, 2006
Page 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE